SOFTWARE LICENSE AGREEMENT

         This Software License Agreement (the "Agreement") is entered into as of
 March 16,  2000 by and  between  QueryObject  Systems  Corporation,  a Delaware
 corporation ("QOS"), and
internetQueryObject  Corporation,  a  Delaware  corporation  ("IQO"),  each with
offices at One Expressway Plaza, Suite 208, Roslyn Heights, New York 11577.

         WHEREAS,  the parties  desire that IQO acquire  from QOS the  exclusive
right to distribute  Software for  applications  related to the  management  and
analysis of data derived from Internet  commerce and Internet system  management
applications, and applications pertaining to the publication and/or distribution
and/or  access  to such  analytical  data  over the  Internet,  on the terms and
conditions set forth herein.

NOW, THEREFORE, the parties agree:

1.       DEFINITIONS

         1.1  "Adjusted  Net Sales".  Adjusted Net Sales shall mean the invoiced
amount of Software sold by IQO, less returns,  charges for customs duty, freight
and sales taxes, if any, less any applicable  reseller  discount  percentage and
less any applicable third party royalties that are payable by either IQO or QOS.
For purposes of calculating  Adjusted Net Sales,  all sales are to be calculated
at the then-current list price for the Software,  or for Software service bureau
use, at the time the order for such Software or service is received.

         1.2 "Confidential Information". Confidential Information shall have the
meaning specified therefor in Paragraph 12.1 below.

         1.3 "Documentation". Documentation shall mean the materials supplied by
QOS to End Users of the Software.

         1.4 "End User".  End User shall mean a person or entity  that  acquires
the  Software  and   Documentation   only  for  its  internal  data   processing
requirements and not for further distribution.

         1.5 "License Term". License Term shall mean a period of five (5) years,
unless earlier terminated as set forth herein.

         1.6 "Notice  Address".  Notice Address shall mean the address set forth
for the parties at the beginning of this Agreement, or such other addresses as a
party may  hereafter  designate  to the other party in writing from time to time
pursuant to Section 14.8 hereof.

         1.7  "Percentage  Royalties".   Percentage  Royalties  shall  have  the
definition set forth in Section 4.1 hereof.



<PAGE>

         1.8 "QOS  Trademarks".  QOS Trademarks shall have the meaning set forth
in Section 6.1 hereof.

         1.9  "Quarterly  Report".  Quarterly  Report shall have the meaning set
forth in Section 5.1 hereof.

         1.10 "Security Interest".  Security Interest shall have the meaning set
forth in Section 2.1(c) hereof.

         1.11 "Software".  Software shall mean the Software set forth in Exhibit
A attached  hereto and shall include all Updates (as defined below)  supplied by
QOS hereunder,  and shall also include IQO Server, a product under  development,
when released.

         1.12 "Software  Copy".  Software Copy shall mean a copy of the Software
and/or  Documentation  ordered  or  acquired  by IQO from  QOS for  distribution
pursuant to this Agreement.

         1.13  "Update  and  Upgrade".   Update  to  Software   shall  mean  any
correction,  update or other Software modification or addition that provides for
the correction or removal of program defects and minor modifications that do not
substantially  change the basic  character  or  structure of the Software or its
functional   use  or  operation.   Update  shall  exclude   Upgrades  and  other
improvements of program features that change the basic character or structure of
the  Software  or its  functional  use  or  operation.  An  Update  normally  is
accompanied  by a change in the product  version  number of the tenths  digit or
less (e.g. a change from 1.00 to 1.01 or to 1.10).

         Upgrade  shall mean  improvements  of program  features that change the
basic character or structure of the Software or its functional use or operation.
An Upgrade is normally  accompanied by a change in the product  version  greater
than the tenths digit (e.g. a change from 1.0 to 2.0).

         1.14  "Work".  Work shall mean any  advertising,  promotional  or other
materials related to the Software or the  Documentation,  or any item or process
related thereto which can be copyrighted.


2.       LICENSE GRANT

         2.1 License. Subject to the terms, conditions, and restrictions of this
Agreement, QOS hereby grants to IQO:

                  a. an  exclusive  license for the License  Term to  distribute
copies of Software on a world-wide  basis to  organizations  and or  individuals
whose primary  purpose is electronic  commerce over the Internet,  to electronic
commerce  branches,  divisions or  subsidiaries  of companies  with this primary
purpose, and to software developers,  manufacturers or systems integrators whose
primary purpose is to provide management  assistance to the electronic  commerce
industry,  for use in or integration with applications related to the management
and analysis of data derived from


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<PAGE>

Internet commerce and Internet management applications, and applications related
to the  publication  and/or  distribution  and/or access of such analytical data
over the Internet.

                  b. IQO  shall  have the right to  reproduce  the  Software  or
Documentation,  and to use, license, distribute,  and/or use in a service bureau
capacity  the  Software  and  Documentation.  IQO shall not  modify or alter any
Software Copy in any fashion. IQO shall not purchase the Software from any party
(including its subsidiaries, affiliates or parent) other than QOS.

                  c.  As a  condition  to  granting  this  license,  QOS  hereby
reserves for itself a direct,  continuing and first priority  security  interest
("Security  Interest") in the license granted hereunder and all of the Software,
Documentation,  Work, Software Copies, and QOS Trademarks licensed hereunder, as
well as all of the proceeds thereof, including but not limited to any Percentage
Royalties, wherever located.

                  This Security  Interest secures all obligations,  liabilities,
debts and  indebtedness  of any kind,  nature or  character  owed by, or for the
benefit  of, IQO to QOS,  including,  but not limited  to, all  obligations  and
liabilities  arising in connection  with the license  granted  hereunder and the
payment of the Percentage  Royalties (as further described below) made from time
to time by IQO in favor of QOS.

                  IQO hereby  authorizes  QOS,  at IQO's  expense,  to file such
financing statement or statements relating to the subject matter of the Security
Interest  without  IQO's  signature  thereon  as QOS,  at its  option,  may deem
appropriate. IQO hereby appoints QOS as IQO's attorney-in-fact,  authorizing QOS
to execute  any such  financing  statement  or  statements  in IQO's name and to
perform all other acts that QOS deems  appropriate  to perfect and  continue the
Security  Interest and to protect,  preserve and realize upon the subject matter
of the Security  Interest in compliance  with and subject to  applicable  law. A
carbon,  photographic or other  reproduction of this Agreement or of a financing
statement shall be sufficient as a financing statement.

         2.2 End User  Licensing.  IQO agrees to  distribute  the  Software  and
Documentation  to End  Users  pursuant  to an end  user  agreement  in form  and
substance  approved in writing by QOS.  Unless and until QOS  provides  Software
with shrink-wrap,  on-line, or other self-executing End User licenses, which QOS
shall have no  obligation  to do, IQO shall cause each  prospective  End User to
execute an End User license agreement,  which shall contain conditions expressly
accepted in writing by QOS,  prior to delivering  Software or  Documentation  to
that End User and IQO shall  retain  such signed  agreement  for the term of the
Agreement  between  IQO and the End User  and for  three  (3)  years  after  the
termination or expiration thereof.

         2.3  Distribution;  Territory.  Subject to the terms and  conditions of
this  Agreement,  IQO shall be entitled to distribute  Software  directly to End
Users,  as well as to use  distributors  and other third  party  intermediaries,
throughout the World.



                                       -3-

<PAGE>
         2.4 No Rights to Source Code.  Except as otherwise set forth below, IQO
shall have no rights with respect to any Software source code, and agrees not to
reverse engineer the Software or to reverse assemble,  de-compile,  or otherwise
attempt to derive the source code from the Software  provided to IQO by QOS. IQO
is hereby granted the right to modify or otherwise  prepare  derivative works of
the Software or  Documentation.  All such  modifications or derivative works, if
any, shall be the sole and exclusive  property of QOS. All such derivative works
shall be works made for hire, and be the property of QOS from inception.  In the
event  any such  derivative  work is held not to be a work  made for  hire,  IQO
hereby  assigns all of its right,  title and interest in and to such  derivative
work to QOS. IQO agrees that it will execute such  documents as may be requested
by QOS to give effect to the provisions of this paragraph.

         2.5  Ownership.  Subject  only  to  the  limited  rights  and  licenses
expressly granted to IQO in this Agreement,  QOS shall retain and own all right,
title,  and  interest in the  Software,  Documentation  and Work,  and each copy
thereof,  and all intellectual  property rights with respect thereto.  IQO shall
place a copyright notice on each and every copy of Software,  Documentation  and
Work that  identifies  the  copyright  owner as QOS and states the date of first
publication of the Software,  Documentation or Work. IQO shall not alter, remove
or obscure any  copyright or other  proprietary  notices on or in the  Software,
Documentation  or Work.  Whenever  requested by QOS,  whether during the License
Term hereof or thereafter,  IQO shall execute such documents or  applications as
QOS may deem necessary or  appropriate to confirm QOS's  ownership of all rights
in and to the Software,  including,  without  limitation,  in the trademarks and
copyrights  licensed  hereunder.  All rights not expressly granted to IQO herein
are retained by QOS.

         2.6 Reservation of Certain Rights. QOS reserves the right to change the
design and/or  specifications  of the Software at any time without  liability to
QOS upon sixty (60) days prior written notice to IQO.

         2.7 Escrow of Software.  The Software,  including,  without limitation,
all source  code,  and all Updates  and  Upgrades  thereof or thereto,  shall be
placed in escrow by QOS  within  thirty  (30)  days  after the date  hereof  and
maintained in accordance with an Escrow Agreement. The Escrow Agreement shall be
among  IQO  and QOS and a  mutually  acceptable  independent  third  party  that
customarily serves as an escrow agent for companies seeking to place software in
escrow and will provide  that the Software and all Updates and Upgrades  thereof
or thereto will be released from escrow to IQO in the event of the bankruptcy or
dissolution of QOS.


3.       TERMS OF LICENSE

         3.1 License Terms and Conditions.  All orders of Software Copies by IQO
from QOS during the term of this  Agreement  shall be  governed by the terms and
conditions of this Agreement,


                                       -4-

<PAGE>

and  nothing  contained  in any such order shall in any way modify such terms or
conditions or add any additional terms or conditions.

         3.2 Best  Efforts.  During  the  License  Term,  IQO shall use its best
efforts  to  exploit  the  License  granted  herein  throughout  the  Territory,
including,  but not limited to,  offering for sale Software in a manner designed
to maximize the  royalties due to QOS and  maintaining  an inventory of Software
adequate to meet IQO's obligations under the Agreement.

         3.3 Exclusive  Period.  The license  granted  herein shall be exclusive
through  December 31, 2005. At such time as the license  granted  herein becomes
non-exclusive,  QOS and IQO will use their best efforts to  negotiate  the terms
under which IQO may retain such license on a  non-exclusive  basis and QOS shall
have the right to enter into other non-exclusive  license agreements relating to
the  subject  matter of this  Agreement  with such  licensees  as it in its sole
discretion shall determine.


4.       PAYMENTS AND ROYALTIES

         In  consideration  of the exclusive rights granted to it herein for the
License Term, IQO shall make the following payments to QOS;

         4.1 Percentage  Royalties.  For calendar years 2000 and 2001, IQO shall
pay to QOS a  Percentage  Royalty  as  follows:  20% on the  first  One  Million
($1,000,000)  Dollars of Adjusted Net Sales,  18% on Adjusted Net Sales  between
One Million and One ($1,000,001) Dollars and Two Million  ($2,000,000)  Dollars,
15% on Adjusted Net Sales between Two Million and One  ($2,000,001)  Dollars and
Five  Million  ($5,000,000)  Dollars,  and 12% on  Adjusted  Net Sales over Five
Million  ($5,000,000)  Dollars.  QOS and IQO  will use  their  best  efforts  to
renegotiate these royalty rates for calendar years 2002 and beyond. In the event
that QOS and IQO are  unable  to  agree  on  Percentage  Royalty  rates  for the
remaining License Term, the Percentage  Royalty rates for calendar year 2002 and
beyond  shall be those set  forth  above in this  Section  4.1  (subject  to any
necessary  adjustments  in  accordance  with Section 3.3 if the license  becomes
non-exclusive).  Percentage  Royalties shall be payable on a quarterly basis, no
later than the  twentieth  (20th)  day of the month  immediately  following  the
quarter in which said sales are made. All Percentage  Royalty  payments shall be
sent to QOS via overnight courier together with the Quarterly Report, as defined
below, and shall be paid automatically by IQO without billing therefor by QOS.

         4.2  Reimbursement  of Third Party Costs.  IQO shall reimburse QOS upon
demand for all  royalties  and license fees  payable by QOS to third  parties in
connection with the licenses granted herein.

         4.3 Maintenance. IQO shall pay to QOS maintenance in an amount equal to
twenty  five  Percent  (25%) of all IQO  maintenance  revenue  derived  from the
licenses  granted  herein.  Such  maintenance  revenue  shall  be  payable  on a
quarterly basis, no later than the twentieth (20th) day of the month immediately
following each calendar quarter.


                                       -5-

<PAGE>

5.       REPORTING, ACCOUNTING AND AUDITING

         5.1 Quarterly  Reports.  No later than the twentieth  (20th) day of the
month  immediately  following each calendar quarter during the License Term, IQO
shall  submit to QOS a written  report  on a form  provided  by QOS from time to
time, which shall include a written statement of IQO sales during such quarterly
period  showing the number and type of sales of software,  a calculation  of the
Percentage Royalty due based thereon, and all other information requested by QOS
in this  Agreement  and as may  otherwise  be requested by QOS from time to time
(hereinafter  "Quarterly Report"). Each Quarterly Report shall be accompanied by
the remittance to QOS of the Percentage  Royalties shown to be due on the report
subject to Section 4.1, and shall be sent via  overnight  courier,  and shall be
certified as correct by the Chief Executive  Officer or Chief Financial  Officer
of IQO or such other officers or employees of IQO as shall be designated by QOS.
In the event of an inquiry by QOS  regarding  any such report,  IQO shall comply
promptly with QOS's reasonable  request for information in the manner requested.
Within twenty (20) days after any expiration or  termination of this  Agreement,
IQO shall provide QOS a Quarterly Report for the last whole or partial quarterly
period during the License Term.

         5.2 Late  Payments.  It is  specifically  understood by IQO that,  with
respect to royalty  payments and accounting  statements,  time is of the essence
and any payment due pursuant to this  Agreement that is late shall bear interest
from five (5) days after the date upon which  payment is due,  until  remittance
thereof to QOS at the prime rate of interest established by Chase Manhattan Bank
NA from time to time during said period,  plus three percent (3%) per annum. The
operation  of this clause is without  prejudice to any other right or remedy QOS
may have pursuant to the terms of this Agreement or applicable law.

         5.3 Payment Default. The acceptance of late payments hereunder,  or the
acceptance  of  payment  without a  Quarterly  Report or with an  incomplete  or
incorrect  Quarterly  Report,  or any  restrictive  endorsement  (1)  shall  not
constitute  a waiver of timely  payments,  (2) shall not cure any  default  that
might exist, and (3) shall be without prejudice to any of the rights or remedies
that QOS may have hereunder.

                  In the event that a default is declared  and the rights of IQO
under this Agreement are terminated, all payments required hereunder, including,
but not limited to, Percentage Royalties on past sales, shall be immediately due
and  payable  to QOS,  in  full,  plus  any  interest  due  thereon  at the rate
prescribed in subparagraph 5.2 above.

         5.4  Proper  Books  And  Records.   IQO  shall  maintain  separate  and
appropriate  books of account or computer records  relating to the Software,  in
accordance with reasonable accounting methods (including,  without limitation, a
sales journal,  sales return journal,  cash receipt book, general ledger, and to
the extent  reasonably  available,  purchase  orders,  and shall  make  accurate
entries  concerning all transactions  relevant to this Agreement.  Each piece of
Software shall be assigned a unique  identification  number,  which shall be the
number  utilized to identify such Software in all of IQO's books and records and
computer records, and on all sales invoices and


                                       -6-

<PAGE>

related  documents.  Such books and records of IQO shall at all times during the
License  Term and for three years (3)  thereafter  (or in the event of a dispute
between  the  parties  hereto,  until  three (3) years  after  said  dispute  is
resolved,  whichever  is later) be kept at IQO's Notice  Address.  IQO shall not
change the address at which such books and records are kept without  thirty (30)
days prior written notice to QOS.

         5.5 Right to Audit. Upon five (5) business days' notice to IQO, QOS, at
its expense (subject to the provisions of this subparagraph 5.5), shall have the
right  during the License  Term and for three (3) years  thereafter  at any time
during regular business hours, not more frequently than twice annually,  to have
a  qualified  accountant  selected by QOS audit the records of IQO to the extent
necessary  to verify IQO's  statements  and  payments of  Percentage  Royalties,
including  the right to examine,  photocopy and make extracts from such records.
Such  records  shall be made  available  to  QOS's  accountant  at IQO's  Notice
Address.  IQO shall  cooperate  in a  reasonable  manner  with and assist  QOS's
accountant for the purpose of facilitating such audit.

                  If, as a result of such  audit,  QOS's  accountant  determines
that the amount of Percentage Royalties actually due was greater than the amount
reported by IQO in any Quarterly Report furnished  pursuant to subparagraph 5.1,
QOS shall promptly furnish to IQO a copy of the report of its accountant setting
forth the amount of the deficiency showing, in reasonable detail, the basis upon
which such  deficiency  was  determined.  IQO shall  promptly remit to QOS a sum
equal to such deficiency,  together with interest thereon at the rate prescribed
in Paragraph 5.2 from the date such Percentage Royalties were due until the date
of such remittance.  In addition, if the audit reveals underpayment by more than
five percent (5%) of the Percentage Royalties in any quarterly period, IQO shall
pay to QOS the cost of such audit.

                  If, as a result of such  audit,  QOS's  accountant  determines
that the  amount  of  Percentage  Royalties  paid was  greater  than the  amount
actually due, such overpayment will be promptly refunded to IQO.

         5.6 Payment Currency. All calculations and payments required under this
Agreement shall be in United States Dollars.

         5.7 Separate  Account.  All royalties payable to QOS hereunder shall be
maintained  in a separate  account by IQO,  and IQO  acknowledges  that all sums
collected  by IQO on  behalf  of QOS are  deemed  to be held in trust for and on
behalf of QOS until  such time as such sums are paid to QOS in  accordance  with
the provisions herein.

         5.8 Shipping.  All Software Copies delivered pursuant to this Agreement
shall be suitably packed for shipment in QOS's standard shipping cartons, marked
for  shipment to IQO's  Notice  Address or as  otherwise  specified  by IQO, and
delivered to IQO or its carrier agent F.O.B. QOS's  manufacturing  facility,  at
which  time risk of loss  shall  pass to IQO.  Unless  otherwise  instructed  in
writing by IQO, QOS shall select the carrier. All freight,  insurance, and other
shipping expenses, as well as any special packing expense, shall be paid by IQO.


                                       -7-

<PAGE>

         5.9 Conduct and  Compliance  with Law.  IQO shall at all times  refrain
from engaging in any illegal,  unfair or deceptive  trade practices or unethical
business  practices with respect to the Software or otherwise,  and shall comply
with all  applicable  laws,  ordinances,  rules and  regulations,  and IQO shall
obtain any and all permits, licenses,  authorizations,  and/or certificates that
may be required  in any  jurisdiction  or by any  regulatory  or  administrative
agency in connection with its activities hereunder.

6.       USE OF QOS TRADEMARKS

         6.1 Authorized  Uses. IQO may use the  trademarks,  trade names,  trade
dress,  and other marks of QOS as identified on Exhibit D annexed hereto,  as it
may be  amended  in  writing  by QOS from time to time  (collectively,  the "QOS
Trademarks") in connection with the marketing,  promotion and advertising of the
Software. Such use may be in conjunction with IQO's use of its own marks. Before
any such use,  IQO will  provide  to QOS copies of any such  materials,  and IQO
shall make no use of any QOS Trademarks to which QOS reasonably  objects. If QOS
does not object  within ten (10)  business  days after  receipt of materials for
review, IQO shall be entitled to use the materials as set forth herein.

         6.2 No Other Use.  Except as  authorized in this  Agreement,  IQO shall
have no  rights  with  respect  to any QOS  Trademarks  or other  QOS  products,
services,  copyrights, or trade dress. IQO shall make no reference to QOS or the
Software  without  the  prior  written  permission  of QOS,  except as set forth
herein.

         6.3  Ownership by QOS.  QOS  represents  and warrants  that (i) the QOS
Trademarks  are valid;  (ii) it is the sole and exclusive  owner thereof and has
the right to authorize the use of the QOS Trademarks by IQO contemplated in this
Agreement;  and (iii)  that the QOS  Trademarks  are not  subject to any lien or
security  interest,  except as created by this Agreement.  Any and all good will
arising from IQO's use of the QOS  Trademarks  shall inure solely to the benefit
of QOS, and neither  during the License Term nor after the  termination  of this
Agreement  shall IQO assert any claim to the QOS Trademarks (or any  confusingly
similar  mark) or such good will.  IQO shall not take any  action  that could be
detrimental to the good will associated with the QOS Trademarks or with QOS. IQO
shall, during the term of this Agreement and after termination  hereof,  execute
such  documents  as QOS may request  from time to time to ensure that all right,
title  and  interest  in and to the QOS  Trademarks  reside  with  QOS.  Without
limiting the foregoing,  IQO shall not seek to register any QOS  Trademarks,  or
any mark confusingly similar to any QOS Trademarks, in any country or territory.
In the event IQO sells or distributes  Software in countries in which one (1) or
more of the QOS  Trademarks  has not yet been  registered,  QOS  shall  have the
right,  but not the  obligation,  to seek  registration of the QOS Trademarks in
such countries.  QOS makes no representation or warranty that the QOS trademarks
will be registered or are registered or registrable in such  countries,  and the
failure to obtain or maintain registrations thereof shall not be deemed a breach
hereof by QOS.




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<PAGE>

7.       SOFTWARE TRAINING AND SUPPORT

         Exhibit B to this  Agreement  sets forth  details  regarding  training,
support  and   maintenance   for  the  Software,   the  respective   rights  and
responsibilities  of QOS and IQO for such training and support,  and any charges
to IQO for such  training and support.  IQO shall only  distribute  the Software
hereunder  to End Users that  purchase  Software  support for at least the first
year  after  acquisition  ("First  Year  Support"),  in  accordance  with  QOS's
customary  practices and charges on Software  covered under this Agreement.  QOS
shall not be entitled to any other  compensation  for any other support or other
services  provided  by QOS to IQO's End  Users,  except as  otherwise  expressly
agreed in writing by the parties.

8.       TERMINATION

         8.1      Default.

                  (a) This Agreement shall automatically terminate upon delivery
of notice of  termination  by QOS to IQO in the event  that IQO (i) fails to use
its best efforts to exploit the License in accordance with Section 3.2, and does
not  correct  such  failure  within ten (10) days after  written  notice of such
failure is  delivered to IQO;  (ii) makes any transfer of this  Agreement or the
Software  and/or IQO  violates  Section 13 of this  Agreement;  (iii)  makes any
unauthorized  use or disclosure of QOS's  Confidential  Information or makes any
unauthorized  use or disclosure of the Software or the QOS  Trademarks;  or (iv)
fails to timely pay to QOS amounts due, and does not correct such failure within
ten (10) days after written notice of such failure is delivered to IQO.

                  (b) If either party defaults in the  performance of any of its
material  obligations  hereunder and if any such default is not corrected within
thirty (30) days after it shall have received  written  notice  thereof from the
other party  (other than for  defaults as set forth in Section  8.1(a),  above),
then the other party,  at its option,  may, in addition to any other remedies it
may have, terminate this Agreement upon the date set forth in such notice.

         8.2  Insolvency.  In the  event  IQO  institutes  voluntary  bankruptcy
proceedings  (and in recognition of the increased  business risk incurred by QOS
as a  result  of such  proceedings),  then  and in  such  event  the  Percentage
Royalties set forth in Section 4.1 above shall  immediately  and  automatically,
without notice or warning from QOS to IQO, increase to twenty five percent (25%)
of  Adjusted  Net  Sales.  The  Percentage  Royalties  shall  also  increase  to
twenty-five  percent  (25%) of Adjusted  Net Sales in the event that  bankruptcy
proceedings are instituted  against IQO  involuntarily,  provided that IQO shall
have sixty (60) days to have such proceedings dismissed or resolved in its favor
before such  Percentage  Royalty rate takes  effect.  In  addition,  and without
limitation to the  preceding,  this Agreement may be terminated by either party,
on  notice,  (i)  upon  the  institution  by  the  other  party  of  insolvency,
receivership  or  bankruptcy  proceedings  or  any  other  proceedings  for  the
settlement of its debts,  (ii) upon the institution of such proceedings  against
the other party,  which are not  dismissed  or  otherwise  resolved in its favor
within sixty (60) days


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<PAGE>

thereafter,  (iii) upon the other party's  making a general  assignment  for the
benefit of creditors,  or (iv)upon the other party's  dissolution  or ceasing to
conduct business in the normal course.

         8.3      Survival.

                  (a) Except as otherwise set forth herein,  the parties  rights
and  obligations  pursuant  to  paragraphs  2.5, 4, 5, 8.3, 9, 11, 12, 13 and 14
shall survive any termination or expiration of this Agreement.

                  (b) If this  Agreement  is  terminated  or  expires,  then all
payments due to QOS hereunder  shall  accelerate and become  immediately due and
payable and all of IQO's rights and licenses with respect to the Software  shall
immediately terminate, provided that (i) IQO's right to continue to use one copy
of the Software and one copy of the related  Documentation,  in accordance  with
this  Agreement,  to support and  maintain  existing  Software  customers  shall
survive;  and (ii) IQO shall be entitled  to dispose of  Software  Copies in its
inventory in accordance  with the terms of this  Agreement for which it has paid
QOS  hereunder.  All other copies of the Software and related  Documentation  in
IQO's possession shall be promptly returned to QOS.

9.       INFRINGEMENT INDEMNITY

         9.1  Indemnification  of IQO.  QOS, at its expense,  will defend at its
sole cost and expense any action  brought  against IQO to the extent  based on a
claim  that  the  Software  or  Documentation,  as  supplied  by QOS and used as
provided for in this Agreement,  infringes any patent, copyright or trade secret
of any third party.  QOS will pay any award against IQO, or  settlement  entered
into on IQO's behalf,  based on such  infringement  only if IQO has notified QOS
promptly in writing of the claim,  provided reasonable  assistance in connection
with the defense  and/or  settlement  thereof,  and permitted QOS to control the
defense and/or  settlement  thereof.  QOS shall have no liability if the alleged
infringement is caused by (a) compliance with designs,  plans or  specifications
of IQO; (b)  modification of the Software or  Documentation  by any person other
than QOS; (c) the combination of the Software or Documentation with other items,
where the unmodified Software or Documentation, or the Software or Documentation
alone,  would not have  given  rise to the  claim;  or (d)  distribution  of the
Software  or the  Documentation  by IQO in the  period  30  days  after  QOS has
provided notice to IQO of a potential infringement.

         9.2  Indemnification  of QOS.  IQO  agrees  to  indemnify  and hold QOS
harmless  against any liability,  and any litigation cost or expense  (including
attorneys'  fees),  arising out of third party claims against QOS as a result of
(a) IQO's use or distribution of the Software or the Documentation except to the
extent that the liability or litigation  relates to a claim that the Software or
the  Documentation,  as  supplied  by QOS  and  used  as  provided  for in  this
Agreement,  infringes any patent,  copyright or trade secret of any third party,
or (b)  misrepresentations by IQO with respect to the Software or Documentation.
QOS shall notify IQO promptly in writing of any such claim,  provide  reasonable
assistance in connection with the defense and/or settlement thereof,  and permit
IQO to control the defense and/or settlement thereof.


                                      -10-

<PAGE>

         9.3 QOS Options.  In the event of an  infringement  action  against IQO
with respect to the Software or Documentation, or in the event QOS believes such
a claim is likely, QOS shall be entitled,  at its option but without obligation,
to  (i)  appropriately  modify  the  Software  and/or   Documentation   licensed
hereunder,  or substitute  other Software and/or  Documentation  which, in QOS's
good faith  opinion,  does not  infringe any third party  intellectual  property
rights;  (ii)  obtain a license  with  respect  to the  applicable  third  party
intellectual  property rights;  or (iii) if neither (i) nor (ii) is commercially
practicable,  terminate  this  Agreement  and IQO's  licenses  hereunder,  which
termination shall be without penalty to QOS.

         9.4  Entire  Liability.  Notwithstanding  anything  contained  in  this
Agreement,  the  foregoing  states QOS's entire  liability for actual or alleged
infringement  of  intellectual  property  rights and the limit of liability  set
forth in paragraph 11 shall not apply to this paragraph 9.

         9.5 Infringement by Third Parties.  IQO shall immediately notify QOS of
any  apparent  infringement  of or challenge to IQO's use of any Software or QOS
Trademarks,  or  claim  by any  person  of any  rights  in any  Software  or QOS
Trademarks,  and IQO shall not  communicate  with any person  other than QOS and
their respective counsel in connection with any such infringement,  challenge or
claim.  QOS  shall  have  sole  discretion  to  take  such  action  as it  deems
appropriate in connection  with the foregoing at its sole cost and expense,  and
the exclusive  right to control any settlement,  litigation or other  proceeding
arising out of any such alleged  infringement,  challenge or claim,  also at its
sole cost and  expense;  provided,  however,  that if QOS  takes no action  with
respect to the  foregoing,  IQO may take such action as it deems  appropriate at
its sole cost and  expense.  IQO agrees to execute any and all  instruments  and
documents,  render such  assistance,  and do such acts and things as may, in the
opinion of QOS's counsel,  be necessary or advisable to protect and maintain the
interests of QOS in any litigation or other  proceeding or to otherwise  protect
and maintain the interests of QOS in the Software and the QOS Trademarks. In the
event that IQO or QOS are awarded damages in any litigation or other  proceeding
arising  out of any  infringement,  challenge  or  claim by a third  party  with
respect to IQO's use of any Software or QOS  Trademarks,  the damages will first
be used to  reimburse  IQO or QOS,  as the case may be, for their legal fees and
expenses and any remaining amount will be paid to IQO and be deemed Adjusted Net
Sales for the purposes of this Agreement.

         9.6 Insurance.  Each of the parties shall promptly procure and maintain
in full force and effect at all times during the License  Term,  with a national
insurance carrier or carriers reasonably acceptable to the other party, at least
Two Million ($2,000,000) Dollars coverage through a commercial general liability
policy,  including products liability,  and at least Three Million  ($3,000,000)
Dollar umbrella general liability policy that specifically  includes any and all
risks  related to the sale or use of the  Software  or  Documentation,  and that
identifies the other party hereto, their respective owners, officers, directors,
employees, subcontractors, agents and managers as additional insureds.





                                      -11-

<PAGE>

10.      WARRANTY AND DISCLAIMER

         10.1  Warranty.  QOS warrants only that each Software Copy delivered to
it by QOS will be free of defects in materials and workmanship.  QOS's exclusive
obligation  and liability,  and IQO's sole remedy,  arising out of this warranty
shall be for QOS to replace  defective  Software  Copies  returned to QOS within
ninety (90) days after delivery to IQO.

         10.2 Disclaimer. EXCEPT AS SET FORTH IN PARAGRAPH 10.1, QOS PROVIDES NO
WARRANTY,  EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS
ANY  WARRANTY OF  MERCHANTABILITY  OR FITNESS  FOR A  PARTICULAR  PURPOSE,  WITH
RESPECT TO THIS  AGREEMENT,  INCLUDING  WITHOUT  LIMITATION  WITH RESPECT TO THE
SOFTWARE  AND  DOCUMENTATION  AND  ANY  SERVICES  FURNISHED  BY  QOS  TO  IQO IN
CONNECTION THEREWITH, WHICH ARE PROVIDED "AS IS".

         10.3 IQO. IQO agrees that any and all  warranties  made to End Users of
IQO shall be made only by IQO except for the limited warranty made by QOS in the
QOS-supplied  End User license  agreement.  IQO acknowledges and agrees that IQO
will  make  no  additional  representations  or  warranties  to such  End  Users
concerning QOS, or any representations or warranties by QOS.

11.      LIMITATION OF LIABILITY

         IN NO  EVENT  SHALL  QOS'S  LIABILITY  ARISING  OUT  OF OR  UNDER  THIS
AGREEMENT  EXCEED THE AMOUNTS  RECEIVED BY QOS FROM IQO  HEREUNDER.  IN NO EVENT
SHALL QOS BE LIABLE FOR COSTS OF  SUBSTITUTE  PRODUCTS OR SERVICES.  IN NO EVENT
SHALL QOS BE LIABLE FOR LOST  PROFITS,  LOST  BUSINESS  OPPORTUNITIES,  COSTS OF
RECREATION  OF DATA  OR ANY  CONSEQUENTIAL,  SPECIAL,  INCIDENTAL,  OR  INDIRECT
DAMAGES,  HOWEVER  CAUSED AND  WHETHER  BASED ON BREACH OF  CONTRACT,  BREACH OF
WARRANTY, TORT (INCLUDING NEGLIGENCE),  PRODUCT LIABILITY OR ANY OTHER THEORY OF
LIABILITY,  ARISING OUT OF THIS AGREEMENT.  IQO ACKNOWLEDGES AND AGREES THAT THE
PRICE TO IQO IS BASED IN PART UPON THESE  LIMITATIONS,  AND FURTHER  AGREES THAT
THESE LIMITATIONS SHALL APPLY  NOTWITHSTANDING  ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.

12.      CONFIDENTIALITY.

         12.1  Confidential  Information.  As used in this  Agreement,  the term
"Confidential  Information" shall mean any information disclosed by one party to
the other  pursuant to this  Agreement  orally or which is in written,  graphic,
machine readable or other tangible form.

         12.2  Confidentiality.  Each  party  shall  treat as  confidential  all
Confidential  Information  of the other party,  shall not use such  Confidential
Information except as set forth herein, and shall


                                      -12-

<PAGE>

use  reasonable  efforts not to disclose such  Confidential  Information  to any
third party.  Without  limiting the foregoing,  each of the parties shall use at
least the same degree of care which it uses to prevent the disclosure of its own
Confidential  Information  of like  importance  to  prevent  the  disclosure  of
Confidential  Information  disclosed  to  it  by  the  other  party  under  this
Agreement.  Each party  shall  promptly  notify the other party of any actual or
suspected  misuse or unauthorized  disclosure of the other party's  Confidential
Information.

         12.3 Exceptions.  Notwithstanding  the above,  neither party shall have
liability to the other with regard to any Confidential  Information of the other
which the receiving party can prove:

                  (a) was in the public  domain at the time it was  disclosed or
has become in the public domain through no fault of the receiving party;

                  (b) was known to the receiving party, without restriction,  at
the time of disclosure,  as  demonstrated by written records in existence at the
time of disclosure;

                  (c) is  disclosed  with  the  prior  written  approval  of the
disclosing party;

                  (d) was independently developed by the receiving party without
any use of the Confidential Information;

                  (e) becomes known to the receiving party, without restriction,
from a source other than the  disclosing  party without breach of this Agreement
by the receiving party and otherwise not in violation of the disclosing  party's
rights; or

                  (f) is disclosed  generally to third parties by the disclosing
party without restrictions similar to those contained in this Agreement.

In addition, the receiving party shall be entitled to disclose the other party's
Confidential  Information to the extent such  disclosure is required by order or
requirement  of a court,  administrative  agency,  or other  governmental  body,
provided,  however, that the receiving party shall provide prompt notice thereof
to the  disclosing  party to enable the  disclosing  party to seek a  protective
order or otherwise prevent or restrict such disclosure.

13.      NON-TRANSFERABILITY OF SOFTWARE, DOCUMENTATION OR WORK

         Neither the Software,  the  Documentation  nor the Work, nor any rights
granted thereunder, may be assigned, sublicensed (except as set forth in Section
2.1 (b) above), or transferred by IQO either  voluntarily or by operation of law
without  the  written  consent  of  QOS.  Any  attempted  assignment,  violative
sublicense,  or attempted  transfer,  whether  voluntary or by operation of law,
shall be void and of no force or effect  without the  written  consent of QOS. A
change of control of IQO, or a transfer of all or a  controlling  portion of the
stock of IQO shall be deemed to be an assignment in violation of this provision.
Further, any such attempted assignment, violative


                                      -13-

<PAGE>

sublicense  or  attempted  transfer,  whether  voluntary or by operation of law,
shall result in an immediate and automatic increase in the Percentage  Royalties
payable by IQO to QOS set forth in Section 4.1 above,  without notice or warning
by IQO to QOS, to twenty five percent (25%) across the whole range of percentage
rates set forth in Section 4.1. IQO agrees and acknowledges that a remedy at law
for any breach or threatened  breach of the  provisions of this Section 13 would
be inadequate and, therefore,  the QOS shall be entitled to injunctive relief in
addition to any other  available  rights and remedies in case of any such breach
or threatened breach; provided,  however, that nothing contained herein shall be
construed  as  prohibiting  QOS from  pursuing  any other  rights  and  remedies
available for any such breach or threatened breach.

14.      GENERAL

         14.1 Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York for agreements entered into
and to be wholly  performed within the State,  without  reference to conflict of
laws principles.

         14.2     Dispute Resolution.

                  (a)  Each  of the  Board  of  Directors  of QOS  and  IQO  has
appointed  an  Intercompany  Committee  consisting  of two (2) people  with full
authority to review or amend the terms of this Agreement. Any dispute between or
among the  parties  with  respect to this  Agreement  shall be  resolved  by the
Intercompany  Committee of QOS and IQO. If the Intercompany Committee of QOS and
IQO are unable to resolve the dispute,  the dispute will be resolved by a single
Arbitrator in New York City in accordance with and pursuant to the then existing
commercial  arbitration  rules  of the  American  Arbitration  Association.  The
determination of the Arbitrator shall be conclusive,  final and binding upon the
parties.  The fees and expenses of the Arbitrator  shall be borne equally by QOS
and IOS. The  Arbitrator  shall have full and complete  access to all  financial
statements,  records,  books of  account  and other  information  of QOS and IOS
material to its determination. The Arbitrator's award shall be final and binding
upon the parties and  judgment  thereon may be entered in any court of the State
of New York having  jurisdiction over arbitration  proceedings,  or in any other
court having jurisdiction thereof. The service of any notice, process, motion or
other document in connection with an arbitration under this Agreement or for the
enforcement  of an  arbitration  award  hereunder may be  effectuated  by either
personal service upon a party or by certified or registered mail, return receipt
requested.

                  (b)  Notwithstanding   the  foregoing,   any  actions  seeking
equitable remedies,  including a temporary  restraining order and/or preliminary
injunctive relief, may be brought by either party in any New York federal or New
York state court or other court in the  jurisdiction  of the alleged  violation.
Each party hereby  irrevocably  consents to the jurisdiction of such courts. IQO
acknowledges that the unauthorized  disclosure,  use or copying of the Software,
the  Documentation or QOS's  Confidential  Information would result in immediate
and  irreparable  injury  to QOS for  which no  adequate  remedy  at law will be
available. QOS acknowledges that the unauthorized disclosure,  use or copying of
IQO's Confidential Information would result in immediate and


                                      -14-

<PAGE>
irreparable injury to IQO for which no adequate remedy at law will be available.
Accordingly,  the  parties  hereby  consent  to the entry of  injunctive  relief
prohibiting any such conduct by the other.

The parties expressly agree that the existence of any claims it may have against
the other,  whether or not arising from this  Agreement,  shall not constitute a
defense to the enforcement by the party of the  restrictive  covenants set forth
in this Agreement.  In connection with the above, the parties agree that neither
will be required to post a bond to obtain any injunctive relief.

         14.3 Partial  Invalidity.  If any provision in this Agreement  shall be
found or be held to be invalid or  unenforceable  in any  jurisdiction  in which
this Agreement is being  performed,  then the meaning of said provision shall be
construed,  to the extent feasible,  so as to render the provision  enforceable,
and if no feasible interpretation would save such provision, it shall be severed
from the  remainder  of this  Agreement,  which  shall  remain in full force and
effect. In such event, the parties shall negotiate, in good faith, a substitute,
valid and enforceable  provision,  which most nearly effects the parties' intent
in entering into this Agreement.

         14.4  Independent  Contractors.  The  parties  hereto  are  independent
contractors.  Nothing  contained  herein or done in pursuance of this  Agreement
shall constitute either party the agent of the other party for any purpose or in
any sense whatsoever,  or constitute the parties as partners or joint venturers.
IQO shall make no representations or warranties on behalf of QOS with respect to
the Software or  Documentation.  Neither  party shall have the right to bind the
other to any obligations to third parties.

         14.5 Modification.  No alteration,  amendment,  waiver, cancellation or
any other change in any term or condition  of this  Agreement  shall be valid or
binding on either party unless the same shall have been mutually  assented to in
writing by both parties.

         14.6 Waiver.  The failure of either party to enforce at any time any of
the  provisions  of this  Agreement,  or the  failure  to  require  at any  time
performance by the other party of any of the provisions of this Agreement, shall
in no way be construed to be a present or future waiver of such provisions,  nor
in any way  affect  the right of either  party to  enforce  each and every  such
provision  thereafter.  The  express  waiver by either  party of any  provision,
condition or requirement of this Agreement  shall not constitute a waiver of any
future obligation to comply with such provision, condition or requirement.

         14.7 Assignment.  This Agreement and the licenses granted hereunder may
not be assigned by IQO  (whether by  transfer,  sale of  business,  merger or by
operation  of law)  except  with  the  express  written  consent  of QOS and any
purported assignment not in compliance with the foregoing shall be null and void
and of no effect. QOS may assign this Agreement without  restriction.  QOS shall
have the right to  terminate  this  Agreement  without any penalty to QOS in the
event that IQO seeks to assign this  Agreement to, or is merged,  purchased,  or
otherwise  acquired  by, a competitor  of QOS.  Subject to the  foregoing,  this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective successors and assign.


                                      -15-

<PAGE>

         14.8  Notices.  Any notice  required or permitted to be given by either
party  under  this  Agreement  shall be in  writing,  in  English,  and shall be
personally  delivered or sent by commercial  courier service (e.g.,  UPS), or by
first class mail  (certified or registered),  or by Telecopy  confirmed by first
class mail  (registered or  certified),  to the other party at its address first
set  forth  above,  or such new  address  as may from  time to time be  supplied
hereunder by the parties  hereto.  If mailed,  notices will be deemed  effective
three (3) business days after deposit, postage prepaid, in the mail.

         14.9  Export  Regulations.  IQO agrees to comply  with all U.S.  export
regulations in connection  with  distribution  of Software or  Documentation  or
otherwise arising out of this Agreement.

         14.10 Force Majeure.  Notwithstanding  anything else in this Agreement,
and except for the  obligation  to pay money,  no  default,  delay or failure to
perform  on the part of  either  party  shall  be  considered  a breach  of this
Agreement  if such  default,  delay or  failure to perform is shown to be due to
causes beyond reasonable control of such party,  including,  but not limited to,
causes  such  as  strikes,  lockouts  or  other  labor  disputes,  riots,  civil
disturbances,  actions or in-actions of  governmental  authorities or suppliers,
epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the
public  enemy,  nuclear  disasters,  or default of a common  carrier.  The party
claiming Force Majeure shall give notice (a "Force Majeure Notice") to the other
party  promptly upon becoming aware of such  circumstance,  stating the expected
duration of such condition. The other party shall be excused from performance to
the same extent and for the same period as the party claiming Force Mejeure.

         14.11  No  Third  Party   Beneficiaries.   Unless  otherwise  expressly
provided,  no provisions of this Agreement are intended or shall be construed to
confer  upon or give to any person or entity  other than QOS and IQO any rights,
remedies or other benefits under or by reason of this Agreement.

         14.12 Entire  Agreement.  The terms and  conditions  herein  contained,
including  all exhibits  hereto,  constitute  the entire  agreement  between the
parties and supersede all previous agreements and  understandings,  whether oral
or  written,  between  the parties  hereto  with  respect to the subject  matter
hereof. The terms and conditions of the Agreement shall  automatically  apply to
each   transaction   between  the  parties   contemplated   by  this   Agreement
notwithstanding any additional or different terms and conditions of any ordering
document or other instrument submitted by IQO,


                                      -16-

<PAGE>
which terms and conditions shall be void and of no effect.


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be signed by duly authorized  officers or representatives as of the
date first above written.

QUERYOBJECT SYSTEMS CORPORATION           INTERNETQUERYOBJECT
                                          CORPORATION

By:___________________________________    By:________________________________

Print Name:__________________________     Print Name:__________________________

Title:_______________________________     Title:_______________________________

Date:_______________________________      Date: _______________________________



                                      -17-

<PAGE>

                                    EXHIBIT A

                                    SOFTWARE


Attach Current  Product and Price List. The parties  understand  that all prices
may change  upon 30 days  written  notice from QOS to IQO.  All orders  received
before the expiration of such 30 day period shall be at the original price.





                                      -18-

<PAGE>
                                    EXHIBIT B

TRAINING, SUPPORT AND MAINTENANCE


TRAINING & MATERIALS

QOS will furnish the IQO with the following:

         1.1 Training.  Technical  training,  Product  positioning,  Competitive
Analysis and Marketing  Assistance  will be made  available to the IQO, at QOS's
USA  Headquarters.  Training  will be provided  free of charge,  for a period of
thirty  (30) days  after the  signing  of this  Agreement.  All  travel  related
expenses  will be born by the  IQO.  In the  event  the IQO  requires  "On-Site"
training,  a charge  will be  levied  at QOS's  current  consultant  rates  plus
associated travel costs.

         1.2  Documentation.  A Complete set of technical  documentation for all
QOS products sold will be provided free of charge.

         1.3 Marketing Materials.  Relevant marketing materials will be provided
on an ongoing  basis i.e.  brochures,  Promotional  CD's,  White  Papers,  Press
Extracts, Analyst Reports, etc.

2.       SUPPORT AND MAINTENANCE

         2.1 End  User  Support.  QOS will  make  available  to  IQO's  End User
customers  software  support and  maintenance in accordance with QOS's customary
practices and charges.




                                      -19-